Coastal Water Authority-grantor of pedestrian and bicycle easement

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(collectively, the "Covered Losses"), that may be suffered or incurred by an Indemnitee, on account of injuries to or death of any persons, or damage to or destruction of any property occurring on or in connection with the Easement Tract or Grantee's Facilities. When any Covered Losses are the result of joint or concurrent negligence of Grantee and an Indemnitee or their respective employees, contractors, agents or invitees, it is understood and agreed that Grantee's indemnity obligations shall be effective and shall cover all such losses, claims, demands, or causes of action notwithstanding any negligence on the part of an Indemnitee. (G) As long as this Easement remains in effect, Grantee shall maintain, comprehensive generally liability insurance in the amount of $1,000,000 and umbrella liability insurance in the amount of $2,000,000, covering "all risks" associated with the Easement, Easement Tract and Grantee's Facilities. The liability policy(s) must be issued by insurance carriers approved by Grantor and must be endorsed to name Grantor as an "additional insured" on a form that does not exclude coverage for the sole or contributory ordinary negligence of Grantor and must not be endorsed to exclude the sole negligence of Grantor from the definition of "insured contract." Certificates of insurance and copies of any additional insured and waiver of subrogation endorsements must be delivered by Grantee to Grantor before entering the Easement Tract and thereafter at least thirty (30) days before the expiration of the policy(s). l'''' ''1'1 nr; llt ~ (H) Grantee shall not enter into any leases, subleases, license agreements or partial or total assignments, sales or transfers of its interests in the Easement or Grantee's Facilities without the prior written consent of Grantor. I I ~l I~ .1~1 \;v I ! ~i~ ~ 1\11\ lilli' (I) The Easement is granted subject to the Conditions, as is, where is, with all faults and with no express or implied representations or warranties of Grantor. (1) Nothing contained herein shall be construed to be a dedication or grant of the Easement to or for use for public utilities or as a conveyance of the fee estate of any of the Easement Tract. t~ l~ Subject to the Conditions described above, Grantor hereby grants and conveys the Easement to Grantee, its successor and assigns forever, without express or implied warranty. All warranties that might arise by common law as well as the warranties in Section 5.023 of the Texas Property Code (or its successor) are excluded. In the event that Grantee breaches any of Grantee's obligations described herein, ceases utilizing and/or abandons the Easement and Grantee's Facilities or if a Prior Interests Conflict occurs, all rights herein granted shall terminate and revert to Grantor or Grantor's successors and assigns thirty (30) days after Grantee's receipt of written notice of termination from Grantor (the "Termination Notice"). On request of Grantor, Grantee shall remove Grantee's Facilities from the Easement Tract and execute and deliver a release or termination of this Easement to Grantor for recording in the Official Public Records of Harris County, Texas within thirty (30) days of Grantee's receipt of the Termination Notice. If Grantee fails to remove Grantee's Facilities and/or to deliver a release or termination of this Easement before the expiration of thirty (30) days after Grantee's receipt of the Termination Notice if requested by Grantor, Grantor then shall be entitled to execute and record a termination of this Easement to evidence the termination of Grantee's rights and interests in the Easement Tract and Grantee's Facilities, which upon recordation shall be effective as a termination of the Easement without the need of execution of any further documents by Grantor, 413613v.4